SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
KOJAIAN C MICHAEL

(Last) (First) (Middle)
C/O GRUBB & ELLIS REALTY ADVISORS, INC.
2215 SAUNDERS ROAD, SUITE 400

(Street)
NORTHBROOK IL 60062

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Grubb & Ellis Realty Advisors, Inc. [ GAV.U ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/03/2006
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock(1) 03/03/2006 J(1) 1,666,667 A (1) 1,666,667 I The shares are owned by Kojaian Holdings, LLC.(2)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Redeemable Common Stock Purchase Warrants(3) $5(3) 03/03/2006(3) J(3) 1,666,667 (3) 02/27/2010(3) Common Stock 3,333,334(3) (3) 1,666,667 I The warrants are owned by Kojaian Holdings LLC.(2)
Explanation of Responses:
1. Common Stock was acquired through the purchase of 1,666,667 Units in the Issuer's initial public offering at a price per Unit of $6. Each Unit consists of one share of Common Stock and two Redeemable Common Stock Purchase Warrants.
2. Kojaian Holdings, LLC is an affiliate of the Reporting Person.
3. As described in footnote (1), the Redeemable Common Stock Purchase Warrants were acquired through the purchase of 1,666,667 Units in the Issuer's initial public offering at a price per Unit of $6. Each Unit consists of two Redeemable Common Stock Purchase Warrants (each a "Warrant"). In accordance with the terms of that certain Warrant Purchase Agreement dated as of February 27, 2006 between the Issuer and the Warrant Agent, each Warrant will become exercisable on the later of the Issuer's completion of a business combination or February 27, 2007, and each Warrant will expire on February 27, 2010 or earlier upon redemption.
/s/ C. Michael Kojaian 03/03/2006
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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